Summary of OLD NATIONAL BANCORP /IN/

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 22, 2009, Old National Bancorp (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Sandler O'Neill & Partners, L.P., as representative of the underwriters listed therein (together the "Underwriters"), providing for the offer and sale in a firm commitment underwritten public offering of 18,000,000 shares of common stock of the Company, no par value per share. In addition, pursuant to the terms of the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to 2,700,000 additional shares of the Company's common stock to cover over-allotments, if any. The Company has made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Registration Statement related to the offering of the shares. The Company also has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
In addition, pursuant to the Underwriting Agreement, certain directors and executive officers of the Company entered into agreements in substantially the form included in the Underwriting Agreement providing for a 90-day "lock-up" period with respect to sales of specified securities, subject to certain exceptions.

ITEM 7.01. REGULATION FD DISCLOSURE.
On September 22, 2009, the Company issued a press release announcing that its underwritten public offering of 18,000,000 shares of common stock was priced at $10.00 per share and that the Company had granted the Underwriters a 30-day option to purchase a number of additional shares representing up to 15% of the offering amount to cover over-allotments, if any. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.     Description of Exhibit

Exhibit 1.1     Underwriting Agreement, dated September 22, 2009, between Old National
                Bancorp and Sandler O'Neill & Partners, L.P., as representative of the
                several underwriters named in Schedule I thereto.

Exhibit 99.1    Press Release issued by Old National Bancorp dated September 22, 2009.

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